Appeal from a judgment on motion to' dismiss plaintiffs’ amended cause of action for alleged 1) deceit and 2) breach of an agreement substituting for or “rescinding” a contract of sale of a dairy farm. Affirmed, no costs awarded.
The original contract set a $32,000 price, payable $8,000 down, $5,000 in 9% months, evidenced by a note secured by chattel mortgage, with $3,000 annual payments thereafter. Plaintiffs sought to 1) delete the forfeiture clause as being against public policy and to 2) recover $25,000 damages for alleged deceit as to the farm’s assets and character. Defendants denied and retaliated with 3 counterclaims founded on the contract, including a claim to the $8,-000 as liquidated damages for breach, or for foreclosure of the chattel mortgage, if the contract persisted. Pending suit, the litigants, without benefit of their already employed and most able counsel, entered into an oral agreement, the terms of which-are a subject of this appeal. Though the parties speak of the agreement as one “rescinding” the old contract, it really did not look toward placing the parties in status-; quo as is the case with a true rescission, but ■ toward settling differences between the par- - ties as to personal property of defendants sold by plaintiffs, use and occupation of the premises, and the like. Plaintiffs filed an amended complaint and as paraphrased in plaintiffs’ brief, “alleged that by the terms of the rescission, the attorneys for the parties were to agree upon the division of the $8,000 and if they were unable to agree, the same should be determined by the court.”
All agreed that plaintiffs were to give defendants hay and sheep for equipment plaintiffs sold without authority, which was accomplished; that defendants should deliver up and cancel the note and chattel mortgage, which defendants offered to do and which the trial court found in effect had been done, with which finding we agree, instructing that judgment be entered accordingly, if necessary; that plaintiffs vacate the premises, which they did. Pleading and proof indicate that the parties,-for a consideration, had deserted assertable claims under the previous contract, seeking refuge under a substituted contract, of which the $8,000 was a disputed but nonetheless integral part. Therefore any question of forfeiture under the old contract became moot.
Examination of the record convinces us that the court did not err in concluding that plaintiffs had not established a-jury case as to the deceit. Nor did they es*98tablish an agreement fbr the return of any part of the $8,000. Plaintiffs proved otherwise by testifying that defendants had repeatedly refused to return or agree to return any of such amount, leaving no choice in the minds of reasonable men but to conclude there was no such agreement, and leaving the court no alternative but to determine as a matter of law that plaintiffs had failed to sustain their burden of proving such an agreement. It follows that no reversion could be had to an admittedly abandoned contract for relief under an alleged unenforceable forfeiture provision.
The trial court took the position that the parties had settled their difficulties, but entered findings and based its judgment, among other, things, upon the terms of the original contract, resulting in what we believe was error in granting a motion to dismiss based on the grounds that plaintiffs had not stated a cause upon which relief could be granted.1 Plaintiffs did state a recoverable claim had they been able to prove it. The decision, however, would have been correct on motion for directed verdict. We feel constrained therefore, to affirm, in the light of our accepted policy, of so doing if the conclusion reached, though based on incorrect reasons, is in fact correct for some other reason.2
Plaintiffs urge error in sustaining a hearsay objection to a question calling for a conversation between one of the plaintiffs and one of defendants, not in the presence-of the witness. Plaintiffs assert here for the first time that the answer was admissible as an exception to the hearsay rule, being a “verbal act” admissible irrespective of the answer’s accuracy or its hearsay nature. No proffer was made under any exception to the hearsay rule and any error, therefore, was waived.3
Since the lower court may have erred technically in its ruling, absent which plaintiffs may not have appealed, we award no costs.
McDonough and crockett, jj., concur., Rule 41(b), U:R.C.P.
. Sullivan v. Beneficial Life Ins. Co., 1937, 91 Utah 405, 64 P.2d 351; 5 C.J.S., Appeal and Error, § 1849, page 1334.
. Wigmore, Evidence, Vol. L, Sec. 18, p. 321.